Gemfields Grou. Regulatory News (GEM)

5 Jun 2009 12:15

Gemfields PLC

("Gemfields" or the "Company")

CORRECTION - STATEMENT RE POSSIBLE OFFER

5 June 2009

Gemfields has today been notified by Rox Conduit Limited that in the original announcement released at 7.00am today, it was incorrectly stated that Rox Conduit Limited was a subsidiary of Rox Limited and it should have stated that Rox Conduit Limited is the parent company of Rox Limited. In addition, it has been clarified by Rox Conduit Limited that its potential offer is a potential cash offer and relates to all of the issued ordinary shares of Gemfields that are not already owned by Rox Limited or by Pallinghurst Resources Limited. The full announcement including the corrections follows:

The board of Gemfields (AIM: GEM) confirms that it is in preliminary discussions with Rox Conduit Limited ("RoxC"), the parent company of Rox Limited and a related party of Pallinghurst Resources Limited ("Pallinghurst"), which may or may not lead to a firm offer being made for the issued share capital of the Company not currently owned by Rox Limited or Pallinghurst. 

The Company has been notified that RoxC is considering a cash offer for the issued share capital of the Company not currently owned by Rox Limited or by Pallinghurst at a price at 8 pence per Gemfields ordinary share. The Company understands from RoxC that Rox Limited holds 208.1 million Gemfields shares and Pallinghurst owns 12.8 million Gemfields shares. Together, these Gemfields shares represent approximately 68.2 per cent. of Gemfields' issued ordinary share capital. However, this announcement has not been made with the agreement or approval of RoxC. Accordingly, there can be no certainty that an offer will be made nor as to the terms or price on which any offer might be made. A further announcement will be made in due course.

Since its re-admission to AIM in June 2008, Gemfields has made a number of changes to its board of directors and, as a result, the central management and control of the Company is now in the United Kingdom. Consequently, Gemfields is deemed to be subject to the City Code on Takeovers and Mergers (the "Code"). This announcement therefore triggers the commencement of an offer period for the purposes of the Code.

Enquiries:

Richard James, CFO Tel: +44 (0)20 7518 3402

Gemfields PLC

Mike Jones/Andrew Chubb/Tarica Mpinga Tel: +44 (0)20 7050 6500

Canaccord Adams Ltd

Nominated Adviser and Joint Broker to Gemfields

Canaccord Adams Limited ("Canaccord") (which is regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for Gemfields as financial adviser, nominated adviser and broker and no one else (including the recipients of this announcement) in connection with the arrangements that are the subject matter of this announcement and will not be responsible to anyone other than Gemfields for providing the protections afforded to customers of Canaccord or for advising any other person in connection with the arrangements that are the subject matter of this announcement. Canaccord makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this announcement, or any other statement made or purported to be made by Gemfields, or on its behalf, in connection with Gemfields or any of the other arrangements that are the subject matter of this announcement and, accordingly, disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be subject restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Gemfields, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Gemfields, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of RoxC or of Gemfields by RoxC or Gemfields, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

In accordance with Rule 2.10 of the Code, Gemfields confirms that as at the close of business on 4 June 2009 it had 324,114,883 ordinary shares of 1 pence each in issue. The ISIN reference number for these securities is GB00B0HX1083.